Exhibit 10.1


  


FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of December 02, 2015, by and among XCEL BRANDS,
INC. (the “Company”) and Isaac Mizrahi (“Executive”) (Company and Executive hereinafter are
referred to collectively as the “Parties” and each individually as a “Party”, unless stated
otherwise).


 


WHEREAS, the Executive
serves as the Company’s Chief Design Officer of the Isaac Mizrahi brand pursuant to an amended and restated employment agreement
dated as of December 24, 2013 (the “Employment Agreement”); and


 


WHEREAS, the Parties
desire to amend the terms of the Executive’s employment with the Company;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, as defined below, it is agreed by and between the Executive
and the Company as follows:


 


		1.	Section 1.2(a)(iii) of the Employment Agreement shall be deleted in its entirety and replaced with
the following:



 


“(A)
Make appearances on direct-response television limited to Appearances on QVC pursuant to the license agreement between IM Brands,
LLC and QVC, Inc. such that the Company will not be in a breach of Section 4 of the QVC Agreement, as in effect on the date hereof,
(B) travel to Toronto, Canada for one (1) press and media day per year for The Shopping Channel and for in-store appearances for
Hudson’s Bay Company as reasonably requested by the Company, provided that Xcel will provide Executive with travel in a private
plane, specifically the Challenger 604 or a substantially similar plane, for any such travel requested to and from Canada, and
(C) such other appearances as may be mutually agreed in writing by the Company and the Executive.


 


Notwithstanding
anything herein to the contrary, Executive agrees that he will use best efforts to make all such appearances on QVC as reasonably
requested by the Company, and that his appearances on QVC shall include up to three (3) two-hour "static" shows per week
(in addition to "hits" during the Adjacent Periods as defined herein) and up to fourteen (14) Today’s Special Value
(TSV) promotions each year. Notwithstanding the foregoing, provided that Executive is using best efforts to make such appearances
on QVC pursuant to this Section 1.2(a)(iii), the Company shall use commercially reasonable efforts to accommodate Executive's schedule
with respect to the Retained Media Rights.


 


For the purposes
of this Agreement, “Adjacent Periods” shall be defined as periods before and/or after each one-hour or longer
show that Executive does on QVC based upon the time of day of such show, such that (i) for evening shows (8pm EST/EDT to 12am EST/EDT
the Adjacent Period shall include four (4) hours before each show, and one (1) hour after each show, (ii) for afternoon shows (12pm
EST/EDT to 8pm EST/EDT) the Adjacent Period shall be four (4) hours before each show, and four (4) hours after each show, and (iii)
for morning shows (8am EST/EDT to 12pm EST/EDT) the Adjacent Period shall be zero (0) hours before each show, and four (4) hours
after each show. ”


 






     


     


    

 


Xcel-IM First Amendment to Employment Agreement


December 02, 2015


Page 2


 


 


		2.	Section 1.3(b)(1) of the Employment Agreement shall be deleted in its entirety and replaced with
the following:



  


		“(1)	DRT Revenue Bonus



 


Provided that
Executive makes at least eighty percent (80%) of the appearances for the IsaacMizrahiLIVE brand on QVC during any calendar year,
with the first such calendar year commencing January 1, 2015, Executive shall be entitled to a bonus based on the Company’s
revenues from QVC (the “DRT Revenue Bonus”), until the bonus payable for such calendar year equals the Maximum
Bonus. The DRT Revenue Bonus for any calendar year shall be equal to (i) 7.5% of the aggregate of DRT Revenue up to DRT Revenue
based on the annual gross sales plan given to the Company by QVC for each calendar year (“QVC Sales Plan”),
plus (ii) 15% of the DRT Revenue based sales in excess of the QVC Sales Plan. The Company has previously provided the QVC Sales
Plan for the year ending December 31, 2015 to the Executive, and the Company shall provide the QVC Sales Plan to Executive promptly
upon its receipt of the final QVC Sales Plan for each subsequent calendar year.”


 


		3.	Section 1.3(d) of the Employment Agreement shall be deleted in its entirety and replaced with the
following:



 


“Notwithstanding
the foregoing, the Company shall reimburse Executive for the direct expenses related to a second car and driver of up to One Hundred
and Twenty Thousand Dollars ($120,000) per year for Executive’s use in connection with his responsibilities pursuant to this
Agreement. Executive shall provide the Company each year with the portion of use of the car and driver for personal use versus
use related to Executive’s employment with the Company, and Executive acknowledges that any use of the car and driver for
personal use shall be taxable to Executive.””


 


		4.	The definition of DRT Revenue in Section 2.1 of the Employment Agreement shall be deleted in its
entirety and replaced with the following:



 


““DRT
Revenue” means Excess QVC DRT Revenue.”


 


		5.	The definition of Excess QVC DRT Revenue in Section 2.1 of the Employment Agreement shall be deleted
in its entirety and replaced with the following:



 


““Excess
QVC DRT Revenue” for a calendar year means (i) Gross Royalty Revenue in excess of $8,000,000 from Net Retail Sales (as
each term is defined in the QVC Agreement) under the QVC Agreement for such calendar year, as determined in accordance with U.S.
generally accepted accounting principles.”


 


		6.	The definition of TSC DRT Revenue in Section 2.1 of the Employment Agreement shall be deleted in
its entirety.



 


		7.	This First Amendment shall not constitute an amendment of any other provision of the Employment
Agreement not expressly referred to herein. Except as expressly amended, the provisions of the Employment Agreement are and shall
remain in full force and effect, and this First Amendment shall be effective and binding upon the parties upon execution and delivery.



 


		8.	This First Amendment may be executed in any number
of counterparts, each of which shall be deemed an original. Delivery of executed signature pages hereof by facsimile transmission
shall constitute effective and binding execution and delivery hereof.






 






     


     


    

 


Xcel-IM First Amendment to Employment Agreement


December 02, 2015


Page 3






 


IN WITNESS WHEREOF, the parties have executed this First
Amendment as of the date first above written.


 


 





	 	XCEL BRANDS, INC. 	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
    Robert D’Loren	 
	 	 	Name: Robert D’Loren	 
	 	 	Title: Chairman and CEO	 
	 	 	12/11/2015	 
	 	 	 	 
	 	ISAAC MIZRAHI	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Isaac Mizrahi	 
	 	 	Name:  Isaac Mizrahi	 
	 	 	12/10/2015